OCCIDENTAL PETROLEUM CORP /DE/
For the period ended Dec 31, 2024. Filed Mar 20, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Mar 20, 2025
Contents
Proxy Statement Summary
This section highlights certain important information presented in this proxy statement and is intended to assist you in
evaluating the matters to be voted on at the meeting. We encourage you to read the proxy statement in its entirety
before you cast your vote. For more information regarding Occidental’s 2024 performance, please review Occidental’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the Annual Report).
Agenda Items and Voting Recommendations
Election of DirectorsThe Corporate Governance and Nominating Committee recommended to the Board, and the Board approved, the nomination of the 10 persons whose biographies appear on pages 14-18 to serve for a one-year term ending at the 2026 Annual Meeting of Shareholders (2026 Annual Meeting), but in any event, until his or her successor is elected and qualified, unless ended earlier due to his or her death, resignation, disqualification or removal from office.
Advisory Vote to Approve Named Executive Officer CompensationThe executive compensation program for the named executive officers (NEOs) includes many best-practice features that are intended to enhance the alignment of compensation with the interests of Occidental’s shareholders. The executive compensation program is described in the Compensation Discussion and Analysis (CD&A) section beginning on page 35 of this proxy statement.
Ratification of Selection of KPMG as Occidental’s Independent AuditorThe Audit Committee has selected KPMG LLP as Occidental’s independent auditor to audit the consolidated financial statements of Occidental and its consolidated subsidiaries for the year ending December 31, 2025. As a matter of good corporate governance, the Board submits the selection of the independent auditor to our shareholders for ratification.
Approval of Occidental’s Amended and Restated 2015 Long-Term Incentive PlanThe Executive Compensation Committee recommended to the Board, and the Board approved subject to shareholder approval, an amendment and restatement (Amended LTIP) of the company’s existing 2015 Long-Term Incentive Plan (LTIP). The proposed Amended LTIP would increase the number of shares of common stock that may be issued under the LTIP by 55,000,000 shares, which Occidental believes is advisable to have an adequate number of shares available in connection with compensation programs.
Director Nominees and Composition Highlights
Our Board’s director nominees bring varying perspectives to the boardroom by virtue of their diverse backgrounds and experiences,
qualifications, skills, genders, ethnicities and tenures on the Board. To better convey the well-roundedness of our Board’s director
nominees, we have included a skills matrix on page 19 that identifies the core competencies of each of our Board’s director nominees that
contributed to his or her nomination to the Board.
| JACK B. MOOREFormer President and Chief Executive Officer, Cameron InternationalChairman Since:2022Director Since:2016Committee Membership: | VICKY A. BAILEYFormer Assistant Secretary, Domestic Policy and International Affairs, U.S. Department of EnergyPresident, Anderson Stratton International, LLCDirector Since:2022Committee Membership: | ANDREW GOULDFormer Chairman and Chief Executive Officer, SchlumbergerDirector Since:2020Committee Membership: | CARLOS M. GUTIERREZFormer U.S. Secretary of CommerceCo-Founder, Former Executive Chairman and CEO, EmPath, Inc.Director Since:2009Committee Membership: | ||
|---|---|---|---|---|---|
| VICKI HOLLUBPresident and Chief Executive Officer, OccidentalDirector Since:2015 | WILLIAM R. KLESSEFormer Chief Executive Officer and Chairman of the Board, Valero EnergyDirector Since:2013Committee Membership: | CLAIRE O’NEILLFormer Member of Parliament and Minister for Energy and Clean Growth (UK Govt)Director Since:2023Committee Membership: | AVEDICK B. POLADIAN Former Executive Vice President and Chief Operating Officer, Lowe EnterprisesDirector Since:2008Committee Membership: | ||
| BOARD COMMITTEES: | |||||
| Audit | |||||
| KENNETH B. ROBINSONFormer Senior Vice President of Audit and Controls, Exelon CorporationDirector Since:2023Committee Membership: | ROBERT M. SHEARERFormer Managing Director, BlackRock Advisors, LLCDirector Since:2019Committee Membership: | Corporate Governance and Nominating | |||
| Environmental, Health and Safety | |||||
| Executive Compensation | |||||
| Sustainability and Shareholder Engagement | |||||
| ● | Chair | ● | Member | ||
2025 Proxy Statement
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INDEPENDENCE
9 of 10
Nominees are
Independent
TENURE
Average
7.9 years
0-5 years
6-10 years
10 years
DIVERSITY
Racial/Ethnic
Minorities
Women
50%
Diverse
| Occidental’s governance policies require that independent directors comprise at least two-thirds of the members of the Board (a policy that exceeds New York Stock Exchange (NYSE) requirements). The Board has affirmatively determined that each of our Board’s director nominees, other than Ms. Hollub, is independent under NYSE standards. | The average tenure of our Board’s non-employee director nominees is approximately 7.9 years, which we believe reflects a balance of company experience and new perspectives. | The Board recognizes the importance of having a diverse and broadly inclusive membership. |
|---|
Corporate Governance Highlights
| RELATING TO THE BOARD►Independent Chairman of the Board►Annual elections of the entire Board by a majority of votes cast (for uncontested elections)►Demonstrated commitment to Board refreshment►Tenure policy that seeks to maintain an average tenure of 10 years or less for non-employee directors►Board committees composed entirely of independent directors►Meaningful director stock ownership guidelines (6x annual cash retainer) with holding requirement►Annual evaluations of the Board, each committee and individual directors►One meeting dedicated to strategy discussions every year with an expanded management group, in addition to ongoing strategy oversight | RELATING TO SHAREHOLDER RIGHTS►Ability of shareholders to call a special meeting at a 15% threshold►Ability of shareholders to propose an action by written consent at a 15% threshold►Shareholder right to proxy access (3% for 3 years, up to 20% of the Board)(1)►Confidential Voting Policy►Nominating Policy to consider properly submitted shareholder-recommended director nominees►No supermajority voting requirements►Active independent director participation in and oversight of the shareholder engagement program |
(1)For more information, see"Corporate Governance - Director Selection and Recruitment - Proxy Access for Shareholder Nominated Director Candidates"on
page 24.
Shareholder Engagement
Occidental is committed to regular and transparent communication and engagement with its shareholders and other stakeholders.
| In 2024, we engaged with shareholders representing >50%of our outstanding shares** Based on average shares outstanding in 2024. | HOW WE ENGAGED WITH OURSHAREHOLDERS:►We proactively engage with our largest shareholders throughout the year, including broad-based engagements in the fall/winter to discuss governance, environmental, sustainability, social and other matters, and in advance of the annual meeting to discuss agenda items and any other topics of interest.►We regularly conduct roadshows targeting engagement with specific investors and participate in industry conferences to engage with a broad group of investors.►We also engage with investors through virtual and in-person meetings, phone calls and emails.►We regularly report our shareholders’ views to the Board and respond to feedback.►Independent directors participated in several of our engagement meetings.►The Board’s Sustainability and Shareholder Engagement Committee oversees our shareholder engagement program and provides an avenue for shareholder feedback to be communicated directly to the Board. | TOPICS DISCUSSEDWITH OUR SHAREHOLDERS:►Cash flow and shareholder return priorities, including deleveraging►Capital spending and activity levels►Oil and gas inventory depth, well performance and operational differentiation►Potential impact of U.S. presidential administration change on our businesses►CrownRock integration and opportunities►STRATOS progress and DAC financing, including the BlackRock joint venture►OxyChem and Midstream outlook►OLCV updates and cash flow potential►Board composition and refreshment►Board oversight of the company’s strategy and risk►Climate, sustainability and human capital matters►Design and structure of our executive compensation program |
|---|
Meaningful Dialogue with Shareholders. Occidental uses engagement with shareholders, as well as other stakeholders, to have
meaningful dialogue on governance, sustainability and other matters. During our recent series of off-season engagements in the fall/winter,
we discussed governance-related items, including Board composition and succession planning. We also continued to discuss climate and
sustainability matters, including updates on STRATOS as well as our sustainability practices and reporting. These conversations give us a
better understanding of shareholder and stakeholder interests and have helped inform our sustainability strategy and enhance Occidental’s
climate-related disclosure.
Executive Compensation Program Summary
The Compensation Committee strives to maintain a competitive compensation program that will attract, retain and motivate outstanding
executives by providing incentives to reward them for superior performance that supports Occidental’s long-term strategic objectives,
across the commodity price cycle.
The primary elements of our executive compensation program consist of base salary, an annual cash incentive award and long-term
incentive awards. Our CEO’s compensation is heavily weighted toward long-term incentive awards, of which 60% were conditioned on
Occidental’s three-year relative TSR and absolute CROCE performance (terms defined below).
2025 Proxy Statement
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Allocation of Direct Compensation Elements in 2024
A substantial majority of named executive officer (NEO) compensation is dependent on performance.90% of Ms. Hollub’s (and an average
of 84% of the other NEOs’) target direct compensation opportunity is variable, or at risk. The ultimate value of at-risk compensation is
dependent on company performance outcomes, the result of the Compensation Committee’s assessment of each individual’s performance
and Occidental’s stock price performance.
CEO TARGET DIRECT COMPENSATION MIX(1) — 90% VARIABLE/AT RISK
10%
15%
ACI Award
30%
RSU Award
22.5%
CROCE Award
22.5%
TSR Award
25%
Cash
75%
Stock Awards
(1)Target direct compensation is composed of base salary, target annual cash incentive award opportunity and the target value of long-term incentive awards.
Significant Portion of ACI Award Tied to Sustainability
Based on shareholder feedback, the
Compensation Committee maintained the
sustainability metric weighting for the 2024 ACI
Award at 30% to continue advancing the
company’s net-zero and sustainability strategy
and incentivize executives to address
Occidental’s Scope 1, 2 and 3 emissions in the
short term by including targets focused on
emissions reduction projects and low carbon
ventures. For more information, see
"Compensation Discussion and Analysis -
Elements of the 2024 Compensation Program -
Annual Cash Incentive" beginning on page 43.
30%
Emissions Reduction Projects (Scope 1 and 2) Targets
Reduce operating emissions►Deploy at least 5 projects or operational changes to reduce Scope 1 or 2 GHG or other air emissions►Deploy the SensorUp GEMS platform in assets that will supply gas to STRATOS and expand Leak Detection and Repair (LDAR) Acceleration modules to additional areas across U.S. Onshore Resources and Carbon Management (ORCM) operations►Apply the 2023 asset registry data to enhance emissions estimates and reporting
Low Carbon Ventures (Scope 3) Targets
Advance carbon management platform►Trains 1 and 2 of STRATOS mechanically complete by 2024 year end►Advance the next generations of Carbon Engineering’s DAC technology►1 Gulf Coast sequestration hub on track for Class VI permitting by 2025
Highlights of Executive Compensation Program
Policies and Practices
The 2024 executive compensation program for the NEOs includes many best-practice features that are intended to enhance the alignment
of compensation with the interests of Occidental’s shareholders.
WHAT WE DO✓Pay for Performance. A substantial majority of NEO compensation is performance-based. The Compensation Committee reviews the metrics underlying the LTI program and ACI awards annually to evaluate their continued alignment with Occidental’s business priorities.✓Listen to Shareholder Feedback. The Compensation Committee reviews and considers shareholder feedback. For example, it contributed to the Compensation Committee’s decisions to maintain the weighting of sustainability metrics at 30% for the 2024 ACI award. Shareholder feedback also informed the Compensation Committee’s decision to continue the performance-based allocation of the 2024 LTI program at 60%.✓Clawback in the Event of Misconduct. Occidental maintains a clawback policy which is intended to comply with the requirements of NYSE Listing Standard 303A.14 implementing Rule 10D-1 under the Securities Exchange Act. In addition, the Compensation Committee has the authority to clawback ACI payouts and both time- and performance-based LTI awards for violations of Occidental’s Code of Business Conduct and related policies. ✓Emphasize Stock Ownership With Ownership Guidelines and Holding Requirements. CROCE and TSR awards are payable in shares of common stock and the net shares received for each vested RSU award are subject to a two-year holding period. In addition, the NEOs (as well as other officers) are subject to meaningful stock ownership guidelines, ranging from two to six times the officer’s annual base salary, and a holding requirement until such guidelines are met.✓Monitor Compensation Program for Risk. The executive compensation program includes multiple features that are intended to appropriately mitigate excessive risk-taking. The Compensation Committee conducts an annual assessment of our executive compensation program to identify and minimize, as appropriate, any compensation arrangements that may encourage excessive risk-taking.✓Use Double-Trigger Equity Vesting for Equity Awards. Pursuant to the Amended and Restated 2015 Long-Term Incentive Plan (LTIP), equity awards vest in the event of a change in control only if there is also a qualifying termination of employment.✓Use Relative and Absolute Performance Measures for Equity Awards. Performance equity is earned based on both relative shareholder returns and absolute financial returns, with TSR awards capped if Occidental’s absolute TSR is negative and CROCE awards measured against an absolute performance target.
WHAT WE DON’T DO✗No Dividend Equivalents on Unvested Performance Awards. Dividends and dividend equivalent rights are subject to the same performance goals as the underlying award and will not be paid until the performance award has vested and becomes earned.✗No Hedging or Derivative Transactions. Occidental’s directors, executive officers and all other employees are not permitted to engage in transactions designed to hedge or offset the market value of Occidental’s equity securities.✗No Golden Parachute Payments. Our golden parachute policy provides that, subject to certain exceptions, Occidental will not grant golden parachute benefits (as defined in the policy) to any executive officer which exceed 2.99 times his or her salary plus ACI award without shareholder approval.✗No Repricing of Stock Options. Other than in connection with a corporate transaction involving Occidental, Occidental does not permit the repricing of stock options or stock appreciation rights without shareholder approval.
2025 Proxy Statement
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.